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SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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SCHEDULE
13D/A-5
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Under
the Securities Exchange Act of 1934
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theglobe.com,
inc.
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(Name
of Issuer)
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Common
Stock, par value $0.001 per share
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(Title
of Class of Securities)
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Jonathan
E. Cole, Esq.
Edwards
Angell Palmer & Dodge LLP
One
North Clematis Street, Suite 400
West
Palm Beach, FL 33401
(561)
833-7700
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
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September
29, 2008
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(Date
of Event which Requires Filing of this
Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box
¨
NOTE:
Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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1
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NAME
OF REPORTING PERSONS
E&C
Capital Partners, LLLP
S.S.
or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D)
OR 2(E)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
277,469,012
(1)
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
277,469,012
(2)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,469,012
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
61.5%
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14
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TYPE
OF REPORTING PERSON*
PN
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(1)(2)
Please see the next page.
(1)
Includes
an irrevocable proxy held by E&C Capital Partners, LLLP (“E&C) to vote
10,000,000 shares of common stock when and to the extent such shares are
acquired by Carl Ruderman ("Ruderman") pursuant to outstanding warrants which
Ruderman holds (the "Proxy Warrant Shares"). The proxy was granted to E&C
pursuant to a Stockholders' Agreement dated November 22, 2006 by and among
Ruderman, Michael S. Egan ("Egan"), Edward A. Cespedes ("Cespedes") and certain
of their affiliates (the “Stockholders’ Agreement”). Pursuant to the terms of
the Stockholders’ Agreement, E&C was granted an irrevocable proxy to vote
the foregoing Proxy Warrant Shares on all matters (including the election of
directors) other than with respect to certain potential affiliated transactions
involving Messrs. Egan or Cespedes, the Issuer’s President. Also includes (i)
38,469,012 shares of common stock owned by E&C and (ii) 229,000,000 shares
held by The Registry Management Company, LLC, a company of which E&C is a
controlling investor.
(2)
Does
not
include Proxy Warrant Shares and certain other securities of the Issuer which
may then be owned by Ruderman which the Reporting Persons may cause Ruderman
to
sell pursuant to a "drag-along" right granted to it and its affiliates pursuant
to the Stockholders' Agreement. The circumstances under which the Reporting
Persons may cause such drag-along are beyond its present control and occur
only
in the event of certain "Major Sales" or "Approved Sales" (as defined in the
Stockholders' Agreement) involving the Issuer.
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1
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NAME
OF REPORTING PERSONS
E&C
Capital Partners II, LLLP
S.S.
or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D)
OR 2(E)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
235,000,000
(1)
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
235,000,000
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
235,000,000
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.2%
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14
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TYPE
OF REPORTING PERSON*
PN
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(1)
Includes
(i) 6,000,000 shares of common stock owned by E&C Capital Partners II, LLLP
(“E&C II”) and (ii) 229,000,000 shares held by The Registry Management
Company, LLC, a company of which E&C II is a controlling investor. Mr.
Egan’s spouse has a pecuniary interest in approximately 75% of such securities
and certain trusts for the benefit of children of Mr. Egan, over which Mr.
Egan
serves as trustee, have a pecuniary interest in approximately 25% of such
securities. Neither Mr. Egan’s spouse nor such trusts have voting or
disposition authority over such securities.
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1
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NAME
OF REPORTING PERSONS
Dancing
Bear Investments, Inc.
S.S.
or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D)
OR 2(E)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
48,303,148
(1)
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
48,303,148
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,303,148
(1
)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.9%
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14
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TYPE
OF REPORTING PERSON*
CO
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(1)
Consists
entirely of 48,303,148 shares of common stock owned by Dancing Bear Investments,
Inc.
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1
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NAME
OF REPORTING PERSONS
Michael
S. Egan
S.S.
or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
6,125,455
(1)
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8
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SHARED
VOTING POWER
344,573,579
(2)
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9
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SOLE
DISPOSITIVE POWER
6,125,455
(1)
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10
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SHARED
DISPOSITIVE POWER
334,573,579
(3) (4)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,699,034
(5)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
76.7%
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14
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TYPE
OF REPORTING PERSON*
IN
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(1)(2)(3)(4)(5)
Please
see the next page.
(1)
Represents
(i) 5,595,000 shares issuable upon the exercise of certain options and (ii)
530,455 shares of common stock owned directly by Mr. Egan.
(2)
Represents:
(i) 48,303,148 shares of common stock owned by Dancing Bear Investments, Inc.
(“Dancing Bear”), which is wholly-owned by Mr. Egan, (ii) 38,469,012 shares of
common stock beneficially owned by E&C Capital Partners, LLLP (“E&C”);
(iii) 6,000,000 shares of common stock beneficially owned by E&C Capital
Partners II, LLLP (“E&C II”); (iv) an aggregate of 9,000,000 shares of
common stock which are owned by certain trusts of which Mr. Egan is the trustee,
(v) 56,000 shares of the common stock owned by certain trusts of which Mr.
Egan
is the trustee; (vi) warrants to acquire 204,082 shares of common stock, subject
to certain anti-dilution adjustment mechanisms, owned by Mr. Egan and his spouse
as tenants in the entirety; (vii) 3,541,337 shares owned by Mr. Egan’s spouse,
of which Mr. Egan disclaims beneficial ownership; and (viii) 229,000,000 shares
of common stock owned by Registry Management Company, LLC, a company of which
Mr. Egan is a controlling investor. As to the shares identified in clause (vi)
above, Mr. Egan shares such beneficial ownership with his spouse. As to the
securities beneficially owned by E&C II as described in clause (iii) above,
Mr. Egan’s spouse has a pecuniary interest in approximately 75% of such
securities and certain trusts for the benefit of children of Mr. Egan, over
which Mr. Egan serves as trustee, have a pecuniary interest in approximately
25%
of such securities. Also includes an irrevocable proxy held by E&C to vote
10,000,000 shares of common stock when and to the extent such shares are
acquired by Ruderman pursuant to outstanding warrants which Ruderman holds
(the
"Proxy Warrant Shares"). The proxy was granted to E&C pursuant to a
Stockholders' Agreement dated November 22, 2006 by and among Ruderman, Michael
S. Egan ("Egan"), Edward A. Cespedes ("Cespedes") and certain of their
affiliates (the “Stockholders’ Agreement”). Pursuant to the terms of the
Stockholders’ Agreement, E&C was granted an irrevocable proxy to vote the
foregoing Proxy Warrant Shares on all matters (including the election of
directors) other than with respect to certain potential affiliated transactions
involving Messrs. Egan or Cespedes, the Issuer’s President.
(3)
Does
not
include Proxy Warrant Shares and certain other securities of the Issuer which
may then be owned by Ruderman which the Reporting Persons may cause Ruderman
to
sell pursuant to a "drag-along" right granted to it and its affiliates pursuant
to the Stockholders' Agreement. The circumstances under which the Reporting
Persons may cause such drag-along are beyond its present control and occur
only
in the event of certain "Major Sales" or "Approved Sales" (as defined in the
Stockholders' Agreement) involving the Issuer.
(4)
Represents
the same securities enumerated in footnote (2) above, except for the Proxy
Warrant Shares.
(5)
Represents
the sum of the items enumerated in footnotes (1) and (2) above.
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1
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NAME
OF REPORTING PERSONS
Edward
Cespedes
S.S.
or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
4,215,000
(1)
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8
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SHARED
VOTING POWER
-0-
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9
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SOLE
DISPOSITIVE POWER
4,215,000
(1)
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10
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SHARED
DISPOSITIVE POWER
-0-
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,215,000
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.0%
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14
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TYPE
OF REPORTING PERSON*
IN
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(1)
Consists
entirely of options to acquire shares of Common Stock exercisable immediately.
Does not include shares owned by E&C in which Mr. Cespedes holds a minority
interest of ten percent or shares owned by Registry Management Company, LLC
in
which E&C holds a minority interest.
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1
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NAME
OF REPORTING PERSONS
Registry
Management Company, LLC
S.S.
or I.R.S. IDENTIFICATION NO. of ABOVE PERSONS
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
¨
(b)
þ
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
-0-
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8
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SHARED
VOTING POWER
229,000,000
(1)
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9
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SOLE
DISPOSITIVE POWER
-0-
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10
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SHARED
DISPOSITIVE POWER
229,000,000
(1)
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
229,000,000
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
51.9%
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14
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TYPE
OF REPORTING PERSON*
OO
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(1)
Consists
entirely of 229,000,000 shares of common stock owned by Registry Management
Company, LLC.
Item
1.
Security
and Issuer
This
Schedule 13D/A-5 ("Schedule 13D Amendment") relates to common stock, par value
$.001 ("Common Stock"), of theglobe.com, inc., a Delaware corporation (the
"Issuer" or the "Company"). The principal executive offices of the Issuer are
located at 110 East Broward Blvd., Suite 1400, Fort Lauderdale, Florida
33301.
Item
2.
Identity
and Background
(a)-(c)
This
Schedule 13D/A-5 is filed on a joint basis pursuant to Rule 13d-1(k) by E&C
Capital Partners, LLLP, a Florida limited liability limited partnership
(“E&C”), E&C Capital Partners II, LLLP, a Florida limited liability
limited partnership (“E&C II”), Michael S. Egan (“Egan”), Dancing Bear
Investments, Inc., a Florida corporation (“Dancing Bear”), Edward Cespedes
(“Cespedes”) and Registry Management Company, LLC, a Florida limited liability
company (“Registry Management” and each a “Reporting Person”). The address of
each of the Reporting Persons is 110 East Broward Boulevard, 14
th
Floor,
Fort Lauderdale, Florida 33301. Mr. Egan is the Chairman and Chief Executive
Officer of the Issuer and a private investor. Mr. Egan has a controlling
interest in E&C, E&C II, Dancing Bear and Registry Management. Mr.
Cespedes is the President and a director of the Issuer.
(d)-(e)
During
the last five years, no Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or been
a
party to a civil proceeding of a judicial or administrative body of competent
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any
violation with respect to such laws.
(f)
Each
of
the individual Reporting Persons is a citizen of the United States.
Item
3.
Source
and Amount of Funds or Other Consideration
This
Schedule 13D Amendment gives effect to the distribution by Dancing Bear of
all
of its remaining convertible promissory notes issued by the Issuer, having
an
aggregate principal amount of $850,000 and accrued interest of $133,096, to
Egan, its sole shareholder, on September 29, 2008. Also, this Schedule 13D
Amendment gives effect to the contribution by Egan, E&C and E&C II of
all of their convertible promissory notes of the Issuer (including the Dancing
Bear notes) to Registry Management in exchange for equity interests in Registry
Management, on September 29, 2008. Mr. Egan contributed convertible promissory
notes having an aggregate principal amount of $850,000 and accrued interest
of
$133,096 to Registry Management in exchange for 15,496 Class B Units of Registry
Management. Each of E&C and E&C II contributed convertible promissory
notes having an aggregate principal amount of $1,700,000 and accrued interest
of
$561,726 to Registry Management in exchange for 35,650 Class B Units of Registry
Management.
Simultaneously
with the transfers of the convertible promissory notes described above, the
Company and Registry Management consummated the “Purchase Transaction,” as
defined below. Upon closing of the Purchase Transaction, the Company (i) issued
the Shares and (ii) transferred the business and substantially all of the assets
of its subsidiary, Tralliance, to Registry Management, and Registry Management
(i) surrendered convertible promissory notes issued by the Issuer having an
aggregate principal amount of $4,250,000, together with all accrued and unpaid
interest thereon ($1,256,548 in the aggregate), (ii) forgave outstanding rent
and miscellaneous fees due and unpaid to the Issuer through the date of closing
($837,722 in the aggregate), and (iii) became obligated to pay an earn-out
equal
to 10% of Registry Management’s “net revenue” (as defined in the Purchase
Agreement) derived from “.travel” names registered by Registry Management
through May 5, 2015.
Item
4.
Purpose
of Transaction
On
May
29, 2007, the Issuer entered into a Note Purchase Agreement by and between
the
Issuer and Dancing Bear (the “Note Purchase Agreement”), whereby Dancing Bear
agreed to loan the Issuer $250,000 (a “2007 Convertible Promissory Note”). In
addition, for a period of one hundred and eighty (180) days from the date of
the
Note Purchase Agreement, Dancing Bear had the option to purchase (the “Option”)
additional 2007 Convertible Promissory Notes pursuant to the Note Purchase
Agreement such that the amount of Notes issued thereunder may reach the
aggregate sum of Three Million Dollars ($3,000,000). On June 25, July 19
and September 6, 2007, Dancing Bear exercised portions of the Option and
acquired additional 2007 Convertible Promissory Notes having principal amounts
of $250,000, $500,000 and $250,000, respectively.
The
Conversion Price of the Notes was One Cent ($.01) per share of Common Stock
of
the Issuer. If, after taking into account the number of shares of the Issuer’s
Common Stock issuable upon exercise or conversion of all outstanding securities
of the Issuer (other than the Notes) that were, directly or indirectly,
convertible or exercisable into shares of Common Stock there were not sufficient
shares to permit conversion of the Note in full, then the 2007 Convertible
Promissory Notes were convertible only to the extent of the number of shares
of
Common Stock that were authorized and available for issuance until such time
as
the Issuer filed a Certificate of Amendment increasing the number of authorized
shares of Common Stock of the Issuer with the Delaware Secretary of State.
The
Note
Purchase Agreement provided that the obligation to repay the Notes was secured
by a pledge of substantially all of the assets of the Issuer and its
subsidiaries (the “Subsidiaries”) pursuant to the terms of that certain Security
Agreement by and among the Issuer and the Subsidiaries. As a material inducement
to Dancing Bear to purchase the Notes and in recognition of the substantial
benefit which the Subsidiaries received from the proceeds of the Notes, the
Subsidiaries agreed to guaranty the Notes pursuant to the terms of an
Unconditional Guaranty Agreement entered into by and among the
Subsidiaries.
On
June
10, 2008, the Company entered into a Purchase Agreement (the "Purchase
Agreement"), by and among the Company, its subsidiary, Tralliance Corporation
(“Tralliance"), and Registry Management, whereby the Company agreed to (i) issue
two hundred twenty nine million (229,000,000) shares of its Common Stock (the
“Shares”) and (ii) sell the business and substantially all of the assets of its
subsidiary, Tralliance, to Registry Management (the “Purchase Transaction”) for
consideration consisting of (i) the surrender to the Company of convertible
promissory notes issued by the Company having an aggregate principal amount
of
$4,250,000, together with all accrued and unpaid interest thereon ($1,256,548
in
the aggregate), (ii) satisfaction of outstanding rent and miscellaneous fees
due
and unpaid to Registry Management through the date of closing ($837,722 in
the
aggregate), and (iii) an earn-out equal to 10% of the Registry Management’s “net
revenue” (as defined in the Purchase Agreement) derived from “.travel” names
registered by Registry Management through May 5, 2015. Registry Management
is
controlled by Egan, the Company’s Chairman and Chief Executive Officer and
principal stockholder, and each of the Company’s two remaining board members,
Cespedes and Robin Segaul Lebowitz, who own a minority interest in Registry
Management.
Also
on
June 10, 2008, Dancing Bear elected to convert $400,000 in principal amount
of
the 2007 Convertible Promissory Notes issued by the Company. In accordance
with
the conversion terms of such Notes, such $400,000 was converted at $.01 per
share, for an aggregate of 40 million shares of Common Stock. Although the
beneficial ownership of Dancing Bear remained the same both before and after
such conversion, Dancing Bear’s ownership of the actual issued and outstanding
shares of Common Stock increased from approximately 5% to 23% as a result of
the
conversion. Similarly, while the number of shares beneficially owned by Egan
remained the same, Egan and his affiliates’ (including Dancing Bear’s) ownership
of the actual issued and outstanding shares of Common Stock increased from
approximately 36% to 48% as a result of the conversion. After the conversion,
Egan had the ability to significantly influence, if not control, the outcome
of
any item submitted to a vote of our stockholders, including approval of the
Purchase Agreement described above.
On
June
12, 2008, Egan, together with certain of his affiliates and other related
parties, whom collectively were the record owners of approximately 51.3% of
the
issued and outstanding shares of Common Stock, executed a written consent of
the
stockholders adopting the Purchase Agreement and approving the transactions
contemplated thereby in accordance with Section 228 of Delaware Law. On July
9,
2008, the same stockholders further ratified their prior action dated June
12,
2008 and approved anew the transaction contemplated by the Purchase Transaction.
The actions by written consent were sufficient to approve the Purchase Agreement
and the other transactions contemplated by the Purchase Agreement without any
further action or vote of the Company’s stockholders.
On
September 29, 2008, in contemplation of the consummation of the Purchase
Transaction, Dancing Bear distributed all of its remaining 2007 Convertible
Promissory Notes, having an aggregate principal amount of $850,000 and accrued
interest of $133,096, to Egan, its sole shareholder. Simultaneously with Dancing
Bear’s transfer, Egan, E&C and
E&C
II contributed all of their convertible promissory notes of the Issuer
(including the Dancing Bear notes) to Registry Management in exchange for equity
interests in Registry Management. Mr. Egan contributed convertible promissory
notes having an aggregate principal amount of $850,000 and accrued interest
of
$133,096 to Registry Management in exchange for 15,496 Class B Units of Registry
Management. Each of E&C and E&C II contributed convertible promissory
notes having an aggregate principal amount of $1,700,000 and accrued interest
of
$561,726 to Registry Management in exchange for 35,650 Class B Units of Registry
Management.
Also
on
September 29, 2008 and simultaneously with the transfers of the convertible
promissory notes described above, the Company and Registry Management
consummated the Purchase Transaction. Upon closing of the Purchase Transaction,
the Company (i) issued the Shares and (ii) transferred the business and
substantially all of the assets of its subsidiary, Tralliance, to Registry
Management, and Registry Management (i) surrendered convertible promissory
notes
issued by the Issuer having an aggregate principal amount of $4,250,000,
together with all accrued and unpaid interest thereon ($1,256,548 in the
aggregate), (ii) forgave outstanding rent and miscellaneous fees due and unpaid
to the Issuer through the date of closing ($837,722 in the aggregate), and
(iii)
became obligated to pay an earn-out equal to 10% of Registry Management’s “net
revenue” (as defined in the Purchase Agreement) derived from “.travel” names
registered by Registry Management through May 5, 2015.
As
a
result of the transactions on September 29, 2008, the number and percentage
of
shares of the Company’s Common Stock beneficial owned by the Reporting Persons
changed as follows:
Amount
beneficially owned:
E&C’s
beneficial ownership increased from 82,469,012 to 277,469,012
E&C
II’s beneficial ownership increased from 40,000,000 to 235,000,000
Dancing
Bear’s beneficial ownership decreased from 133,303,148 to 48,303,148
Mr.
Egan’s beneficial ownership increased from 274,699,034 to 350,699,034
Mr.
Cespedes’s beneficial ownership remained the same
Registry
Management’s beneficial ownership increased from -0- to 229,000,000
Percent
of class:
Percent
of class owned by E&C increased from 32.2% to 61.5%
Percent
of class owned by E&C II increased from 16.2% to 53.2%
Percent
of class owned by Dancing Bear decreased from 44.8% to 10.9%
Percent
of class owned by Mr. Egan increased from 72.1% to 76.7%
Percent
of class owned by Mr. Cespedes decreased from 2.0% to 1.0%
Percent
of class owned by Registry Management increased from 0% to 51.9%
Additionally,
Egan and his affiliates’ (including E&C, E&C II, Dancing Bear and
Registry Management’s) ownership of the actual issued and outstanding shares of
Common Stock increased from approximately 48% to approximately 76% as a result
of the transactions. After the completion of the transactions, Egan gained
the
ability to control the outcome of any item submitted to a vote of our
stockholders.
Other
than the transactions described above, the Reporting Persons are not aware
of
any plans or proposals which the Reporting Persons may have which relate to
or
would result in:
(a)
the
acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer.
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries.
(c)
a
sale or
transfer of a material amount of assets of the Issuer or of any of its
subsidiaries.
(d)
any
other
material change in the Issuer's business or corporate structure.
(e)
any
material change in the present capitalization or dividend policy of the Issuer
other than as described herein.
(f)
any
other
material changes in the Issuer’s business or corporate structure.
(g)
any
changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition or control of the Issuer by
any
person.
(h)
the
securities of the Issuer to be delisted from a national securities exchange
or
to cease to be authorized or to be quoted in an inter-dealer quotation system
of
a registered national securities association.
(i)
in
a
class of equity securities of the Issuer becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Act.
(j)
any
action similar to any of those enumerated above.
Item
5.
Interest
in Securities of the Issuer
(a)
(b)
The
amounts and percentages of Common Stock set forth in this Item 5 are based
on
(i) the shares beneficially owned by Dancing Bear, E&C, E&C II, Mr.
Cespedes, Mr. Egan and Registry Management, and (ii) 441,484,838 shares of
Common Stock outstanding as of September 29, 2008.
Amount
beneficially owned:
277,469,012
with respect to E&C
235,000,000
with respect to E&C II
48,303,148
with respect to Dancing Bear
350,699,034
with respect to Mr. Egan
4,215,000
with respect to Mr. Cespedes
229,000,000
with respect to Registry Management
Percent
of class:
61.5%
with respect to E&C
53.2%
with respect to E&C II
10.9%
with respect to Dancing Bear
76.7%
with respect to Mr. Egan
1.0%
with
respect to Mr. Cespedes
51.9%
with respect to Registry Management
Number
of
shares as to which the person has:
sole
power to vote or to direct the vote:
-0-
with
respect to E&C
-0-
with
respect to E&C II
-0-
with
respect to Dancing Bear
6,125,455
with respect to Mr. Egan
4,215,000
with respect to Mr. Cespedes
-0-
with
respect to Registry Management
shared
power to vote or to direct the vote:
277,469,012
with respect to E&C
235,000,000
with respect to E&C II
48,303,148
with respect to Dancing Bear
344,573,579
with respect to Mr. Egan
-0-
with
respect to Mr. Cespedes
229,000,000
with respect to Registry Management
sole
power to dispose or to direct the disposition of:
-0-
with
respect to E&C
-0-
with
respect to E&C II
-0-
with
respect to Dancing Bear
6,125,455
with respect to Mr. Egan
4,215,000
with respect to Mr. Cespedes
-0-
with
respect to Registry Management
shared
power to dispose or to direct the disposition of:
267,469,012
with respect to E&C
235,000,000
with respect to E&C II
48,303,148
with respect to Dancing Bear
334,573,579
with respect to Mr. Egan
-0-
with
respect to Mr. Cespedes
229,000,000
with respect to Registry Management
(c)
On
May
29, 2007, the Issuer entered into a Note Purchase Agreement by and between
the
Issuer and Dancing Bear (the “Note Purchase Agreement”), whereby Dancing Bear
agreed to loan the Issuer $250,000 (a “2007 Convertible Promissory Note”). In
addition, for a period of one hundred and eighty (180) days from the date of
the
Note Purchase Agreement, Dancing Bear had the option to purchase (the “Option”)
additional 2007 Convertible Promissory Notes pursuant to the Note Purchase
Agreement such that the amount of Notes issued thereunder may reach the
aggregate sum of Three Million Dollars ($3,000,000). On June 25, July 19
and September 6, 2007, Dancing Bear exercised portions of the Option and
acquired additional 2007 Convertible Promissory Notes having principal amounts
of $250,000, $500,000 and $250,000, respectively.
The
Conversion Price of the Notes was One Cent ($.01) per share of Common Stock
of
the Issuer. If, after taking into account the number of shares of the Issuer’s
Common Stock issuable upon exercise or conversion of all outstanding securities
of the Issuer (other than the Notes) that were, directly or indirectly,
convertible or exercisable into shares of Common Stock there were not sufficient
shares to permit conversion of the Note in full, then the 2007 Convertible
Promissory Notes were convertible only to the extent of the number of shares
of
Common Stock that were authorized and available for issuance until such time
as
the Issuer filed a Certificate of Amendment increasing the number of authorized
shares of Common Stock of the Issuer with the Delaware Secretary of State.
The
Note
Purchase Agreement provided that the obligation to repay the Notes was secured
by a pledge of substantially all of the assets of the Issuer and its
subsidiaries (the “Subsidiaries”) pursuant to the terms of that certain Security
Agreement by and among the Issuer and the Subsidiaries. As a material inducement
to Dancing Bear to purchase the Notes and in recognition of the substantial
benefit which the Subsidiaries received from the proceeds of the Notes, the
Subsidiaries agreed to guaranty the Notes pursuant to the terms of an
Unconditional Guaranty Agreement entered into by and among the
Subsidiaries.
On
June
10, 2008, the Company entered into a Purchase Agreement (the "Purchase
Agreement"), by and among the Company, its subsidiary, Tralliance Corporation
(“Tralliance"), and Registry Management, whereby the Company agreed to (i) issue
two hundred twenty nine million (229,000,000) shares of its Common Stock (the
“Shares”) and (ii) sell the business and substantially all of the assets of its
subsidiary, Tralliance, to Registry Management (the “Purchase Transaction”) for
consideration consisting of (i) the surrender to the Company of convertible
promissory notes issued by the Company having an aggregate principal amount
of
$4,250,000, together with all accrued and unpaid interest thereon ($1,256,548
in
the aggregate), (ii) satisfaction of outstanding rent and miscellaneous fees
due
and unpaid to Registry Management through the date of closing ($837,722 in
the
aggregate), and (iii) an earn-out equal to 10% of the Registry Management’s “net
revenue” (as defined in the Purchase Agreement) derived from “.travel” names
registered by Registry Management through May 5, 2015. Registry Management
is
controlled by Egan, the Company’s Chairman and Chief Executive Officer and
principal stockholder, and each of the Company’s two remaining board members,
Cespedes and Robin Segaul Lebowitz, who own a minority interest in Registry
Management.
Also
on
June 10, 2008, Dancing Bear elected to convert $400,000 in principal amount
of
the 2007 Convertible Promissory Notes issued by the Company. In accordance
with
the conversion terms of such Notes, such $400,000 was converted at $.01 per
share, for an aggregate of 40 million shares of Common Stock. Although the
beneficial ownership of Dancing Bear remained the same both before and after
such conversion, Dancing Bear’s ownership of the actual issued and outstanding
shares of Common Stock increased from approximately 5% to 23% as a result of
the
conversion. Similarly, while the number of shares beneficially owned by Egan
remained the same, Egan and his affiliates’ (including Dancing Bear’s) ownership
of the actual issued and outstanding shares of Common Stock increased from
approximately 36% to 48% as a result of the conversion. After the conversion,
Egan had the ability to significantly influence, if not control, the outcome
of
any item submitted to a vote of our stockholders, including approval of the
Purchase Agreement described above.
On
June
12, 2008, Egan, together with certain of his affiliates and other related
parties, whom collectively were the record owners of approximately 51.3% of
the
issued and outstanding shares of Common Stock, executed a written consent of
the
stockholders adopting the Purchase Agreement and approving the transactions
contemplated thereby in accordance with Section 228 of Delaware Law. On July
9,
2008, the same stockholders further ratified their prior action dated June
12,
2008 and approved anew the transaction contemplated by the Purchase Transaction.
The actions by written consent were sufficient to approve the Purchase Agreement
and the other transactions contemplated by the Purchase Agreement without any
further action or vote of the Company’s stockholders.
On
September 29, 2008, in contemplation of the consummation of the Purchase
Transaction, Dancing Bear distributed all of its remaining 2007 Convertible
Promissory Notes, having an aggregate principal amount of $850,000 and accrued
interest of $133,096, to Egan, its sole shareholder. Simultaneously with Dancing
Bear’s transfer, Egan, E&C and
E&C
II contributed all of their convertible promissory notes of the Issuer
(including the Dancing Bear notes) to Registry Management in exchange for equity
interests in Registry Management. Mr. Egan contributed convertible promissory
notes having an aggregate principal amount of $850,000 and accrued interest
of
$133,096 to Registry Management in exchange for 15,496 Class B Units of Registry
Management. Each of E&C and E&C II contributed convertible promissory
notes having an aggregate principal amount of $1,700,000 and accrued interest
of
$561,726 to Registry Management in exchange for 35,650 Class B Units of Registry
Management.
Also
on
September 29, 2008 and simultaneously with the transfers of the convertible
promissory notes described above, the Company and Registry Management
consummated the Purchase Transaction. Upon closing of the Purchase Transaction,
the Company (i) issued the Shares and (ii) transferred the business and
substantially all of the assets of its subsidiary, Tralliance, to Registry
Management, and Registry Management (i) surrendered convertible promissory
notes
issued by the Issuer having an aggregate principal amount of $4,250,000,
together with all accrued and unpaid interest thereon ($1,256,548 in the
aggregate), (ii) forgave outstanding rent and miscellaneous fees due and unpaid
to the Issuer through the date of closing ($837,722 in the aggregate), and
(iii)
became obligated to pay an earn-out equal to 10% of Registry Management’s “net
revenue” (as defined in the Purchase Agreement) derived from “.travel” names
registered by Registry Management through May 5, 2015.
As
a
result of the transactions on September 29, 2008, the number and percentage
of
shares of the Company’s Common Stock beneficial owned by the Reporting Persons
changed as follows:
Amount
beneficially owned:
E&C’s
beneficial ownership increased from 82,469,012 to 277,469,012
E&C
II’s beneficial ownership increased from 40,000,000 to 235,000,000
Dancing
Bear’s beneficial ownership decreased from 133,303,148 to 48,303,148
Mr.
Egan’s beneficial ownership increased from 274,699,034 to 350,699,034
Mr.
Cespedes’s beneficial ownership remained the same
Registry
Management’s beneficial ownership increased from -0- to 229,000,000
Percent
of class:
Percent
of class owned by E&C increased from 32.2% to 61.5%
Percent
of class owned by E&C II increased from 16.2% to 53.2%
Percent
of class owned by Dancing Bear decreased from 44.8% to 10.9%
Percent
of class owned by Mr. Egan increased from 72.1% to 76.7%
Percent
of class owned by Mr. Cespedes decreased from 2.0% to 1.0%
Percent
of class owned by Registry Management increased from 0% to 51.9%
Additionally,
Egan and his affiliates’ (including E&C, E&C II, Dancing Bear and
Registry Management’s) ownership of the actual issued and outstanding shares of
Common Stock increased from approximately 48% to approximately 76% as a result
of the transactions. After the completion of the transactions, Egan gained
the
ability to control the outcome of any item submitted to a vote of our
stockholders.
(d)
None.
(e)
Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
Other
than as set forth in Item 4 above, none of the Reporting Persons is a party
to
any contracts, arrangements, understandings or relationships of the nature
described by Item 6 nor are any of the securities pledged or otherwise subject
to a contingency the occurrence of which would give another person voting power
or investment power over such securities.
Item
7.
Material
to Be Filed as Exhibits
1.
Joint
Filing Agreement.
2.
Note
Purchase Agreement dated May 29, 2007 by and among theglobe.com, inc., and
Dancing Bear Investments, Inc. (1)
3.
Purchase
Agreement Dated June 10, 2008 by and among theglobe.com, inc., Tralliance
Corporation, and The Registry Management Company, LLC. (2)
|
____________________
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(1)
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Previously
filed with Amendment No. 1 to the Schedule 13D of the Reporting Persons
filed on August 26, 2005.
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|
(2)
|
Previously
filed with Amendment No. 4 to the Schedule 13D of the Reporting Persons
(other than Registry Management Company, LLC) filed on June 20,
2008.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule 13D/A-5 is true, complete and
correct.
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/s/
Michael S. Egan
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|
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Michael
S. Egan
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E
& C Capital Partners, LLLP
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By:
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E
& C Capital Ventures, Inc.
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By:
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/s/
Edward A. Cespedes
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Print
Name: Edward A. Cespedes
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Title:
President
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E
& C Capital Partners II, LLLP
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By:
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E
& C Capital Ventures, Inc.
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By:
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/s/
Edward A. Cespedes
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Print
Name: Edward A. Cespedes
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Title:
President
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/s/
Edward A. Cespedes
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Edward
Cespedes
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Dancing
Bear Investments, Inc.
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By:
|
/s/
Michael S. Egan
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Print
Name: Michael S. Egan
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Title:
President
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Registry
Management Company, LLC
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By:
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/s/
Michael S. Egan
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Print
Name: Michael S. Egan
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Title:
Manager
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Exhibit
1
As
of
October 8, 2008 and in accordance with Rule 13d-1(k)(1) promulgated under the
Securities Exchange Act of 1934, the undersigned agree to the joint filing
of a
Statement on Schedule 13D/A-5 (including any and all amendments thereto) with
respect to the Common Stock of theglobe.com, inc., a Delaware corporation,
and
further agree to the filing of this Agreement as an Exhibit thereto. In
addition, each party to this Agreement expressly authorizes each other party
to
this Agreement to file any and all amendments to such Statement on Schedule
13D.
The
undersigned have signed this Joint Filing Agreement as of the date first written
above.
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/s/
Michael S. Egan
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Michael
S. Egan
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E
& C Capital Partners, LLLP
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By:
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E
& C Capital Ventures, Inc.
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By:
|
/s/
Edward A. Cespedes
|
|
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Print
Name: Edward A. Cespedes
|
|
|
|
Title:
President
|
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E
& C Capital Partners II, LLLP
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By:
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E
& C Capital Ventures, Inc.
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By:
|
/s/
Edward A. Cespedes
|
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Print
Name: Edward A. Cespedes
|
|
|
|
Title:
President
|
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/s/
Edward A. Cespedes
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Edward
Cespedes
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Dancing
Bear Investments, Inc.
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By:
|
/s/
Michael S. Egan
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|
|
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Print
Name: Michael S. Egan
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|
|
|
Title:
President
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|
Registry
Management Company, LLC
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By:
|
/s/
Michael S. Egan
|
|
|
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Print
Name: Michael S. Egan
|
|
|
|
Title:
Manager
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Grafico Azioni TheGlobe com (PK) (USOTC:TGLO)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni TheGlobe com (PK) (USOTC:TGLO)
Storico
Da Dic 2023 a Dic 2024
